New approach to licensing with the Office XML formats

Well, as expected there is a lot of speculation out there about what the new approach we've decided to take with the license may mean. Yesterday I posted about our move to standardize the Office XML formats and to change the license based on feedback we've received over the summer and fall. Maybe folks were wandering what the implications are of an ‘Irrevocable Covenant Not to Sue’ or CNS approach, which was reported in some places. We are just posting the license today, so that should help clear up a lot of the questions. The posting of the new license approach is here:

While you should use that link for the official statement, I've also copied the contents and pasted them here so you can all take a quick look. Notice that it currently says that it applies to the Office 2003 schemas. That's because we haven't submitted the Office 12 schemas yet. We'll of course update this to cover the 12 schemas as soon as we get those posted. Here's the text:

Microsoft Covenant Regarding Office 2003 XML Reference Schemas

Microsoft irrevocably covenants that it will not seek to enforce any of its patent claims necessary to conform to the technical specifications for the Microsoft Office 2003 XML Reference Schemas posted at (the “Specifications”) against those conforming parts of software products. This covenant shall not apply with respect to any person or entity that asserts, threatens or seeks at any time to enforce a patent right or rights against Microsoft or any of its affiliates relating to any conforming implementation of the Specifications.

This statement is not an assurance either (i) that any of Microsoft's issued patent claims cover a conforming implementation of the Specifications or are enforceable, or (ii) that such an implementation would not infringe patents or other intellectual property rights of any third party.

No other rights except those expressly stated in this covenant shall be deemed granted, waived or received by implication, or estoppel, or otherwise. In particular, no rights in the Microsoft Office product, including its features and capabilities, are hereby granted except as expressly set forth in the Specifications.

We tried again to take a thoughtful approach to this, to go beyond any Standards norms that we know of for this special case of document formats. I'm sure it's obvious that the discussion and debate of the licensing issues following the State of MA policy were useful helping us understand the many different views and how to give the most confidence to people about a licensing approach. Now you can look for yourself at what we came up with. We are really hopeful that this will be the sort of breakthrough that people have been looking for. Here are some of the big points that you should take away from this new approach:

  • There is no longer really a license that people need to sign up for in any way – You don’t need to sign anything or even reference anything. You are free to use our formats as much as you want and you don’t need to make any mention or reference to Microsoft. You can implement these formats so that you can both read and write the formats with your technology, code, solution, etc.  In other words we will not sue people for using the formats even if it is competitive software.
  • Patents – We eliminated the license to patents language and are instead providing a irrevocable commitment to not sue anyone based on the patents we have in the formats. This of course doesn’t apply to anyone that sues us saying that they have patents on our formats, but as long as you don’t do that, you are free to use our formats and you have nothing to worry about regarding our patents.
  • Why do we have patents at all? - We do it primarily to be able to innovate and protect ourselves at the same time. Having patents gives us the ability to fend off patent lawsuits that are the inevitable result of being a big company and delivering new technology. We make the decisions to patent technology very early in the development phase of our work, which is necessary because you can lose your IP rights if you don’t file patent applications before you make your invention public. Then later we determine our licensing of the technology in conjunction with product decisions. In this case we are deciding to not enforce them as long as you don't enforce patents you may have on the formats against us.
  • Transferability of your solutions and “GPL Compatibility” – If you want to build a solution that works with our formats you’re free to do so without worrying about patents or licenses associated with our formats. Additionally, the covenant not to sue would obviously apply just as well to anyone that uses your solution or modifies it. This is why I said yesterday that it ‘could’ work with projects built under the GPL license. The prior problems with attribution and sub-licensing are now non-issues. But honestly, I am told that the GPL is not universally interpreted the same way by everyone, so we really can’t make definitive statements about how our language relates to it. That is for lawyers and courts to pass judgment on. So basically we wanted to be really simple, clear, and straightforward and provide security to the developer that we won’t sue them for the IP in the formats. Sun took a similar approach recently for the OpenDocument format, perhaps for the same reasons, so hopefully we’re both on a track here that folks can be comfortable with.

Let me be clear that at the issues at the top of our minds were to: a) give real, practical security (confidence) to developers, b) think about how to insure things would be OK a hundred years from now when laws are different and technologies are different, and c) protect ourselves, as our shareholders expect.

We are absolutely open to discussions around this new approach. If you have concerns about this approach for something you are trying to do, you can send email to this alias and we’ll try to respond broadly at least to the topics that several of you raise, although we can’t really give out legal opinions.